CORPORATE GOVERNANCE

THE BOARD OF DIRECTORS

The Board
The Board is responsible for the stewardship of the Company. Directors are responsible for overseeing the management of the business and affairs of the Company.

The Board meets at least twice annually and all Committees also meet at least twice annually.

While meetings are held at least semi-annually, the members of the Board have ready access to management accounts and members of the management team at any time, as per their request.

Material transactions will be presented to the Board for approval as organized by the Company Secretary.

List of Members
Victor Stanley Apps - Chairman
Robert Allen Cook
Philip Hampden-Smith
Cindy Lou Forbes
Michael Floyd Dommermuth
Darren Mark Scott Thomson
Gerald Loong
Rajan Menon
Law Song Keng

THE COMMITTEES OF THE BOARD

The Audit Committee
The Audit Committee is responsible for assisting the Board of Directors in its oversight role with respect to the quality and integrity of financial information, the effectiveness of the Company’s risk management and compliance practices; the external auditors performance, the performance of the Company’s internal audit function; and the Company’s compliance with legal and regulatory requirements.

List of Members
Gerald Loong – Chairman
Cindy Lou Forbes
Rajan Menon

The Investment Committee
The Investment Committee is responsible for assisting the Board of Directors in its oversight role with respect to the quality and integrity of investment strategy; effectiveness of the Company’s investment risk management and compliance practices and compliance with all investment related legal and regulatory requirements.

List of Members
Cindy Lou Forbes – Chairman
Philip Hampden-Smith
Michael Floyd Dommermuth
Darren Mark Scott Thomson

Executive Committee
The Board considers that there is at present no need to establish an Executive Committee.

Nominating Committee
The members of our Board are appointed by Asia Head Office. There is at present no Nominating Committee within the Board as Manulife (Singapore) Pte Ltd is a private company and a wholly owned subsidiary of Manulife Financial. As we are committed to ensuring the long-term success and protection of our policy holders, the Company only seeks to appoint fit and proper candidates who are qualified for the office to the Board.

Remuneration Committee
We do not have a remuneration committee at present as our executive remuneration is approved by our Asia Head Office. The considerations on executive remuneration are based on our global human resource strategy, policies and programs as well as performance evaluation. Board remuneration is now made in consultation with experts who render advice on appropriate remuneration policies.

As the Company is a wholly owned subsidiary and a private company, remuneration of the Directors and the select key executives is accessible by our holding company.

Internal Audit Function
The Internal Audit function of the Company is assumed by the Regional Audit team. The Internal Auditor reports directly to the Chairman of the Audit Committee and the Senior Executive Vice President of Asia. The Head of Internal Audit is appointed by our Corporate Head Office and this appointment is designed to ensure that only a competent individual who can perform this function appropriately and professionally is appointed. The powers of appointment and dismissal of the Head of Internal Audit vest in the Board of Directors of the holding company.